THE SECURITIES REPRESENTED HEREBY AND ANY SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR REGISTERED OR QUALIFIEDUNDERTHESECURITIESOR“BLUESKY”LAWSOFANYJURISDICTION. SUCH SECURITIES AND ANY SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE REGISTRATION PROVISIONS OF SAID ACT AND THE REGISTRATION, QUALIFICATIONANDFILINGREQUIREMENTSOFALLAPPLICABLEJURISDICTIONS HAVE BEEN COMPLIED WITH OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE COMPANY, IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, THAT THE PROPOSED TRANSACTION WILL BE EXEMPT FROM REGISTRATION, QUALIFICATION AND FILING IN ALL SUCH JURISDICTIONS.

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Exhibit 10.19(b)

AMENDMENTNO.2TOLOANANDSECURITYAGREEMENT

This Amendment No. 2 to Loan and Security Agreement (this “Amendment”) is entered into as of May 5, 2026 by and among (a) (i) NTH CYCLE, INC., a Delaware corporation and (ii) NTHCYCLEHOLDINGSI,LLC,aDelawarelimitedliabilitycompany(individuallyandcollectively, jointly and severally, the“Borrower”) and (b) HSBC Ventures USA Inc. (the “Bank”) with respect totheLoanandSecurityAgreementdatedasofMay2,2024byandbetweenBorrowerandBank, asamendedbythatcertainConsentandAmendmentNo.1toLoanandSecurityAgreementdated as of June 24, 2025 by and between Borrower and Bank (as has been and as may be further amended from time to time, the “Agreement”; capitalized terms used but not defined in this Amendment shall have the meaning given to such terms in the Agreement).

1. DeferralofPrincipalPayments.

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NOTEANDWARRANTPURCHASEAGREEMENT

ThisNoteandWarrantPurchaseAgreementisdatedasofJune27,2025(the“Agreement”) byandamongNthCycle,Inc.,aDelawarecorporation(the“Company”),andtheindividualsand entities who become parties to this Agreement by executing and delivering a Note and Warrant PurchaseAgreementSignaturePageintheformofExhibitAheretoinaccordancewithSection2hereof (each a “Purchaser” and, collectively, the “Purchasers”), which Purchasers shall be set forth on the Schedule of Purchasers attached hereto.

In consideration of the mutual promises and covenants contained in this Agreement, the parties hereto agree as follows:

1.

Authorization;SaleofNotesandWarrants.

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Exhibit 10.17(a)

AMENDMENTTOSECONDAMENDEDANDRESTATED INVESTORS’ RIGHTS AGREEMENT

ThisAMENDMENTTOSECONDAMENDEDANDRESTATEDINVESTORS’ RIGHTSAGREEMENT(this“Amendment”)ismadeandenteredintoasofSeptember8,2023, by and among Nth Cycle, Inc., a Delaware corporation (the “Company”), and the undersigned Investors(asdefinedbelow).CapitalizedtermsusedinthisAmendmentbutnototherwisedefined herein shall have the meanings ascribed to such terms in the IRA (as defined below).

WHEREAS,theCompanyandtheindividualsandentitieslistedasInvestorson ScheduleAoftheIRA(each,an“Investors”andcollectively,the“Investors”)andtheindividualslistedas Key Holders on Schedule Bof the IRA (each, a “Key Holder” and collectively, the “Key Holders”) have entered into that certain Second Amended and Restated Investors’ Rights Agreement, dated as of April 5, 2023 (the “IRA”).

WHEREAS, the Company and the undersigned Investors, on behalf of all Investors and Key Holders, wish to amend the IRA to lower the Major Investor threshold;

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Exhibit 10.22(a)

NTH CYCLE,INC.

AMENDMENTTO NOTE PURCHASEAGREEMENT

This Amendment to the Note Purchase Agreement dated as of May 1, 2026 (this “Amendment”),ismadebyandamongNthCycle,Inc.,aDelawarecorporation(the“Company”), and the undersigned holders of subordinated convertible promissory notes (the “Notes”) sold pursuant to that certain Note Purchase Agreement dated as of April 24, 2026, by and among the CompanyandthePurchasersnamedtherein(the“PurchaseAgreement”).Capitalizedtermsused but not otherwise defined in this Amendment shall have the meanings given to them in the Purchase Agreement.

WHEREAS,pursuanttoSection8.7ofthePurchaseAgreement,anytermofthePurchase Agreement maybeamended, modified, or terminated withthewritten consentof theholdersof a majorityofthethen-outstandingaggregateprincipalamountoftheNotes(suchmajoritythe“Note Approval Amount”);

WHEREAS,thepartiesdesiretoamendthePurchaseAgreementtoextendthetimeperiod during which the Company may sell Notes following the initial Closing Date; and

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NTHCYCLE, INC.

2024StockIncentivePlan

1.

Purpose.

The purpose of this plan (the “Plan”) is to secure for Nth Cycle, a Delaware corporation (the “Company”) and its shareholders the benefits arising from capital stock ownership by employees, officers and directors of, and consultants or advisors to, the Company and its parent and subsidiary corporations who are expected to contribute to the Company’s future growth and success.Under the Plan recipients may be awarded both (i) Options (as defined in Section 2.1) to purchase the Company’s common stock, par value $0.0001 (“Common Stock”) and (ii) shares of Common Stock (“Restricted Stock Awards”).Except where the context otherwise requires, the term “Company” shall include any parent and all present and future subsidiaries of the Company as defined in Sections 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended or replaced from time to time (the “Code”).Those provisions of the Plan which make express reference to Section 422 of the Code shall apply only to Incentive Stock Options (as that term is defined below).Appendix

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ExecutionVersion

SECONDAMENDEDANDRESTATEDRIGHTOFFIRSTREFUSAL AND CO-SALE AGREEMENT

THISSECONDAMENDEDANDRESTATEDRIGHTOFFIRSTREFUSALAND

CO-SALE AGREEMENT (this “Agreement”), is made as of April 5, 2023 by and among Nth Cycle,Inc.,aDelawarecorporation(the“Company”),eachholderoftheSeriesSeedPreferredS tock, par value $0.0001 per share of the Company, listed on Schedule A hereto (a “Series Seed I nvestor” and, together, the “Series Seed Investors”), each holder of the Series A Preferred Stock, par value $0.0001 per share of the Company, listed on Schedule Ahereto (a “Series A Investor” and, together, the “Series A Investors”), each holder of Series B Preferred Stock, par value$0.0001pershare oftheCompany,listedonScheduleAhereto(a “SeriesBInvestor” and togetherthe“SeriesBInvestors”andwitheachSeriesSeed Investorand eachSeriesAInvestor, an “Investor” and, together, the “Investors”), and the Key Holders (as defined below) listed on Schedule B.

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CARGO INTEGRATION AND SERVICES AGREEMENT CONFIDENTIAL & PROPRIETARY

***Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.

Contract Number:		2026-Gravitics-Cargo-002
Contract Value ($USD):		$	270,000,000.

** **

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Execution Version

PURCHASE OPTION AGREEMENT

This PURCHASE OPTION AGREEMENT (including the Exhibits and Schedules hereto, this “Agreement”) is made and entered into this 13th day of August, 2026 (the “Effective Date”), by and between SPACE-EYES, INC., a Delaware corporation (“Buyer”), and KMS SOLUTIONS, LLC, a Virginia limited liability company (“Seller”). Buyer and Seller may collectively be referred to herein as the “Parties”, and each, a “Party”.

RECITALS

A. Buyer desires to enter into this Agreement to have the option to potentially purchase 100% of the equity of Seller, upon the terms and subject to the conditions hereinafter set forth; and

B. Reference is made to that certain Business Combination Agreement dated as of July 30, 2026 (this “BCA”), by and among McKinley Acquisition Corporation, a Cayman Islands exempted company, and Buyer (and the transactions thereunder, the “Business Combination”).

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LOAN AGREEMENT AND PROMISSORY NOTE

Principal Amount: US $125,000.00	Effective Date: August 7, 2026

This Loan Agreement and Promissory Note (this “Note”) is made and entered into as of the Effective Date set forth above by and between **Pavlina Bains, **an individual residing in [Miami-Dade County, Florida] (“Lender”), and **Space-Eyes, Inc., **a [Delaware] corporation with its principal place of business in Miami, Florida (“Borrower” or the “Company”). Lender and Borrower are each a “Party” and together the “Parties.”

RECITALS

** **

WHEREAS, Lender is an officer and director of Borrower, and this Note constitutes a related-party transaction that has been reviewed and approved by the disinterested member(s) of Borrower’s Board of Directors in accordance with applicable law and Borrower’s governance policies;

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LOAN AGREEMENT AND PROMISSORY NOTE

Principal Amount: US $125,000.00	Effective Date: July 31, 2026

This Loan Agreement and Promissory Note (this “Note”) is made and entered into as of the Effective Date set forth above by and between Pavlina Bains, an individual residing in [Miami-Dade County, Florida] (“Lender”), and **Space-Eyes, Inc., **a [Delaware] corporation with its principal place of business in Miami, Florida (“Borrower” or the “Company”). Lender and Borrower are each a “Party” and together the “Parties.”

** **

RECITALS

WHEREAS, Lender is an officer and director of Borrower, and this Note constitutes a related-party transaction that has been reviewed and approved by the disinterested member(s) of Borrower’s Board of Directors in accordance with applicable law and Borrower’s governance policies;

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EXECUTION VERSION

OMNIBUS AMENDMENT TO SECURITIES PURCHASE AGREEMENT,
SECURITY AGREEMENT, WARRANTS AND NOTES

OMNIBUS AMENDMENT TO SECURITIES PURCHASE AGREEMENT, SECURITY AGREEMENT, WARRANTS AND NOTES dated as of July 30, 2026 (this “Amendment”), to (a) the Securities Purchase Agreement, dated as of August 19, 2025, and April 20, 2026, and accepted by the Space-Eyes, Inc., a Delaware corporation (the “Company”), as to the Purchasers (as defined therein) on August 19, 2025, September 5, 2025, September 15, 2025, September 29, 2025, and April 20, 2026 (the “Purchase Agreement”), by and among the Company and Purchasers having Subscription Amounts in the aggregate equal to at least equal to fifty percent (50%) of the aggregate Subscription Amounts for all Purchasers (the “Required Purchasers”), (b) the Security Agreement, dated August 19, 2025, and April 20, 2026, between the Company and Christopher Carlin, as the Collateral Agent (as defined therein) for the benefit of the Secured Parties (as defined therein), and (c) the other Transaction Documents.

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